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SGH LIMITED Major Shareholding Notification 2012
65777_rns_2012-07-31_8cf8f722-b2d4-409a-b08f-5d575568c3df.pdf
Major Shareholding Notification
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SGH Media, Industrial Services and Investments
1 August 2012
Mr Peter Bryant Company Secretary Seven West Media Limited Newspaper House, 50 Hasler Road OSBORNE PARK 6017 WA
Total Pages: 6 (including cover letter)
Dear Mr Bryant
Notice of Change of Interests of Substantial Holder
Attached is a Notice of Change of Interests of Substantial Holder - Form 604.
Yours sincerely
Warren Coatsworth Company Secretary
cc - Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000 By facsimile: 1300 135 638
Seven Group Holdings Limited | ABN 46 142 003 469 38-42 Pirrama Road | Pyrmont NSW 2009 Australia | Postal Address: PO Box 777 | Pyrmont NSW 2009 Australia Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192
Form 604
Corporations Act 2001Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | Seven West Media Limited (SWM) | ||
|---|---|---|---|
| ACN/ARSN | 053 480 845 | ||
| 1. Details of substantial holder (1)Name | Seven Group Holdings Limited ACN 142 003 469 (SGH) and other subsidiaries of SGH as set out in Annexure A(collectively referred to as the SGH Group) | ||
| ACN/ARSN (if applicable) | See Annexure A or as otherwise set out in this Form 604. | ||
| There was a change in the interests of the | |||
| substantial holder on | 30/07/2012 | ||
| The previous notice was given to the company on | 31/10/2011 | ||
| The previous notice was dated | 31/10/2011 |
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Previous notice | Present notice | |||
|---|---|---|---|---|
| Class of securities (4)_______________________________________ | Person's votes | Voting power (5) | Person's votes | Voting power (5) |
| Ordinary | 209.665.004 | 32.5% | 331,329,765 | 38.43% |
| -------- |
3. Changes In relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
| Date ofchange | Person whoserelevant interestchanged | Nature ofchange (6) | Considerationgiven in relationto change (7) | Class andnumber ofsecuritiesaffected | Person's votesaffected |
|---|---|---|---|---|---|
| 02/04/2012 | SGH, WesTracHoldings Pty LimitedACN 009 336 109 andSeven NetworkLimited ACN 052 816789 (collectively theSeven Controllers),Seven Media GroupIPty Limited ACN 116850 607 (SMG), othermembers of the SGHGroup and NorthAston Pty Limited ACNI009 387 606, AshblueHolding Pty LimitedIACN 068 180 898 andWroxby Pty LimitedACN 061 621 921(theStokes Holders) | Acquisition of sharesloursuant to SWM'sDividendlReinvestment Plan | $3.55 per ordinary share | !11,221,506 ordinary íshares | 11,221,506 |
| 30/07/2012 | Seven Controllers,SMG and othermembers of the SGH.Group and the Stokes RenounceableHolders | Acquisition of sharespursuant to SWM'sAcceleratedEntitlement Offer | 51.32 per ordinary share | 110,443,255lordinary shares | 110,443,255 |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder ofrelevantInterest | Registeredholder ofsecurities | Personentitled to beregistered asholder (8) | Nature ofrelevantinterest (6) | Class andnumber ofsecurities | Person'svotes |
|---|---|---|---|---|---|
| ISMG | SMG | SMG | Relevant interest under section 608(1)(a),(b) and(c) of the Corporations Act 2001 (Cth) (Act) as theregistered and beneficial holder of the shares | 313.156.527lordinaryIshares | 313,156.527 |
| lSMG | NewEconomy.com.au Nominees PtyLimited ACN 004 732 138(NewEconomy.com.au Nominees) | NetworkInvestmentHoldings PtyLimited (NIH) | Relevant interest under section 608(1)(b) andsection 608(1)(c) of the Act as the beneficialowner.(As SMG is not the registered holder of the shares,its ability to vote and dispose of these shares isqualified accordingly.) | 11.061.971lordinaryIshares | 11.061.971 |
| SMG | UBS Nominees Pty Limited ACN 001 MIH450 522 (UBS Nominees) | Relevant interest under section 608(1)(b) andsection 608(1)(c) of the Act as the beneficialowner.(As SMG is not the registered holder of the shares.its ability to vote and dispose of these shares isqualified accordingly.) | 7.111.267lordinarvIshares | 7,111,267 | |
| Seven Controllersthe SGH Group(excluding SMG) | and other members of SMG (as to 313,156,527 ordinaryshares) | lsMG | Each entity is an associate of and/or controls SMGand accordingly, has a relevant interest in theIsame shares as SMG under sections 608(3)(a) or608(3)(b) of the Act. (As each entity is not theregistered holder of the shares, its ability to voteand dispose of these shares is qualifiedaccordingly.) | 313,156,527ordinaryshares | 313, 156, 527 |
| Seven Controllersthe SGH Group(excluding NIH) | NewEconomy.com.au Nominees (asand other members of to 11,061,971 ordinary shares) andUBS Nominees (as to 7,111,267ordinary shares) | lnıн | Each entity is an associate of and/or controls NIHand accordingly, has a relevant interest in theÍsame shares as NIH under sections 608(3)(a) or608(3)(b) of the Act. (As each entity is not theregistered holder of the shares, its ability to voteand dispose of these shares is qualified | 18,173,238ordinaryIshares | 18, 173, 238 |
| SMG (as to 313,156,527 ordinaryshares) | SMG | Each Stokes Holder is an associate of the SevenControllers and accordingly, has a relevant interestin the same shares as SMG and NIH under section $\left 331,329,765\right\rangle$ | |||
| lStokes Holders | NewEconomy.com.au Nominees (asto 11,061,971 ordinary shares) andUBS Nominees (as to 7,111,267ordinary shares | NIH | i608(3)(a) of the Act.(As the Stokes Holders are not the registeredholders of the shares their ability to vote anddispose of these shares is qualified accordingly.) | ordinaryshares | 331,329.765 |
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association | ||
|---|---|---|---|
| Akal Pty. Limited (ACN 094 107 794)* | Association under s12(2)(a) has ceased through sale of group | ||
| Bkal Pty. Limited (ACN 105 833 681)* | Association under s12(2)(a) has ceased through sale of group | ||
| Ubowireless Pty. Limited (ACN 111 654 847)* | Association under s12(2)(a) has ceased through sale of group | ||
| Unwired Australia Pty. Limited (ACN 094 107 589)* | Association under s12(2)(a) has ceased through sale of group | ||
| Vividwireless Group Limited (ACN 008 082 737)* | Association under s12(2)(a) has ceased through sale of group | ||
| Vividwireless Pty Limited (ACN 137 696 461)* | Association under s12(2)(a) has ceased through sale of group | ||
| * All companies listed above have a registered office located at Level 8, 8 Central Ave, Eveleigh, NSW, 2015. |
6. Addresses
The addresses of persons named in this form are as follows:
| -------Name | Address |
|---|---|
| ISGH | Level 2, 38-42 Pirrama Road, Pyrmont, NSW, 2009 |
| The Stokes Holders | Level 3, 30 Kings Park Road, West Perth, WA, 6005 |
| SGH Group members (other than SGH) | lSee Annexure A |
Signature
| print name Warren Coatsworth | capacity | Company secretary | |
|---|---|---|---|
| sign here | concremo | date | 01/08/2012 |
DIRECTIONS
- (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andtrustee of an equity trust), the names could be included in an may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
- (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
- (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
- (4) The voting shares of a company constitute one class unless divided into separate classes.
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (5)
- $(6)$ Include details of:
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a $(a)$ copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement cortifying this contract, scheme or arrangement; and
- any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
- (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
- (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. 79)
Annexure "A"
This is Annexure "A" of 2 pages referred to in the Form 604 (Notice of change of interests of substantial holder), signed by me and dated 1 August 2012.
Warren Coatsworth Company Secretary
$\ddotsc$
| Entity | ACN |
|---|---|
| ATPH Pty. Limited | 128 476 120 |
| ATP1 Pty. Limited | 128 478 311 |
| ATP2 Pty. Limited | 128 480 491 |
| ATP3 Pty. Limited | 128 482 584 |
| C7 Pty. Limited | 082 901 442 |
| Direct Target Access Pty. Limited | 072 507 227 |
| Engin Pty Limited | 063 582 990 |
| Kimlin Holdings Pty. Limited | 112 288 445 |
| Manooka Holdings Pty. Limited | 092 680 245 |
| Mibroadband Pty, Limited | 080 250 371 |
| Miltonstar Pty. Limited | 074 811 144 |
| Network Investment Holdings Pty Limited | 078 448 512 |
| Point Pty. Limited | 009 643 501 |
| Realtime Reporters Pty. Limited | 009 371 055 |
| Seven Custodians Pty. Limited | 089 327 551 |
| Seven Entertainment Pty. Limited | 085 598 429 |
| Seven Finance Pty. Limited | 115 082 196 |
| Seven Media Group Pty Limited | 116 850 607 |
| Seven (National) Pty Limited | 153 299 159 |
| Seven Network (United States) Inc. | N/a |
| Seven Network Limited | 052 816 789 |
| Seven Network Asia Limited | N/a |
| Seven Network Nominees Pty. Limited | 060 667 861 |
| Seven Network Investments Pty. Limited | 078 267 759 |
| Seven Network International Limited | 065 640 075 |
| Seven Productions Pty. Limited | 091 398 471 |
| Seven Resources Pty. Limited | 093 422 032 |
| Seven (WAN) Pty. Limited | 122 263 129 |
| SMG Executives Pty Limited | 128 792 003 |
| SMG FINCO Pty Limited | 122 728 321 |
| SNZ Pty. Limited | 124 503 028 |
| Tallglen Pty. Limited | 058 439 786 |
| WesTrac Holdings Pty Limited | 009 336 109 |
| WesTrac Machinery Distribution Pty Limited | 155 500 413 |
All companies listed above have a registered office located at Level 2, 38 - 42 Pirrama Road, Pyrmont, NSW, 2009 except:
- Seven Network Asia Limited: Unit 1601 56 Kwai Cheong Road, Kwai Chung, Hong Kong $\bullet$
- Seven Network (United States) Inc: 1013 Centre Road, City of Wilmington, Delaware, USA $\bullet$
| Entity | ACN |
|---|---|
| Allight Holdings Pty Ltd | 070 926 555 |
| Allight Pty Ltd | 053 434 807 |
| Allight USA Inc (incorporated in the USA) | N/a |
| EMT Group Pty Limited | 100 871 592 |
| F.G.W. Pacific Pty Ltd | 085 531 353 |
| Liaoning WesTrac Machinery Equipment Limited (incorporated in China) | N/a |
| Mining Equipment Spares Pty Ltd | 133 869 191 |
| National Hire Facilitation Pty Limited | 128 890 442 |
| National Hire Group Limited | 076 688 938 |
| Priority People Solutions Pty Ltd | 147 979 548 |
| Primax Pumps Inc (incorporated in the USA) | N/a |
| Pump Rentals Pty Ltd | 057 090 561 |
| Sitech (Beijing) Engineering Technology Development | |
| Company Limited (incorporated in China) | N/a |
| Sitech Solutions Pty Limited | 137 343 090 |
| Sitech (WA) Pty Ltd | 139 286 454 |
| Sykes Fleet Services Pty Limited | 074 656 027 |
| Sykes Group Pty Limited | 004 093 752 |
| Sykes New Zealand Limited (incorporated in New Zealand) | N/a |
| Tianjin WesTrac Machinery Equipment Limited (incorporated in China) | N/a |
| Weishan (Beijing) Machinery Equipment Ltd (incorporated in China) | N/a |
| WesTrac (Beijing) Machinery Equipment Limited (incorporated in China) | N/a |
| WesTrac China Limited (incorporated in Hong Kong) | N/a |
| WesTrac (China) Machinery Equipment Limited (incorporated in China) | N/a |
| WesTrac Fleet Pty Ltd | 009 413 325 |
| WesTrac Hong Kong Limited (incorporated in Hong Kong) | N/a |
| WesTrac Inventory Pty Ltd | 094 801 573 |
| WesTrac Pty Ltd | 009 342 572 |
All companies registered in Australia listed above have a registered office located at 12 Hoskins Road, Landsdale, WA, 6065, except:
WesTrac Inventory Pty Ltd and WesTrac Fleet Pty Ltd: 128 Great Eastern Highway, South Guildford, $\bullet$ WA, 6055
EMT Group Pty Ltd and Mining Equipment Spares Pty Ltd: 327 Victoria Road, Malaga, WA, 6090 $\bullet$
Priority People Solutions Pty Ltd: Level 2, 38 - 42 Pirrama Road, Pyrmont, NSW, 2009 $\bullet$
Sitech Solutions Pty Limited: 33 Allison Street, Bowen Hills, QLD, 4006 $\bullet$
Sitech (WA) Pty Ltd: Unit 1, 8 Hasler Road, Osborne Park, WA, 6017 $\bullet$